Common use of Notice and Resolution of Claim Clause in Contracts

Notice and Resolution of Claim. An indemnified party hereunder shall promptly give "Notice" (as hereinafter defined) to the indemnifying party after obtaining knowledge of any claim against the indemnified party as to which recovery may be sought against the indemnifying party because of the indemnity set forth above, and, if such indemnity shall arise from the claim of a third party, shall permit the indemnifying party to assume the defense of any such claim or any litigation resulting from such claim. Failure by the indemnifying party to give Notice to the indemnified party of its election to defend any such claim or action by a third party within fifteen (15) days after Notice thereof shall have been given to the indemnifying party shall be deemed a waiver by the indemnifying party of its right to defend such claim or action. If the indemnifying party assumes the defense of such claim or litigation resulting therefrom, the obligations of the indemnifying party hereunder as to such claim shall include taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and holding the indemnified party harmless from and against any and all losses, damages and liabilities including, without limitation, attorneys' fees and expenses, caused by or arising out of any settlement approved by the indemnifying party or any judgment in connection with such claim or litigation resulting therefrom. The indemnifying party shall not, in the defense of such claim or any litigation resulting therefrom, consent to entry of any judgment except with the prior written consent of the indemnified party, or enter into any settlement (except with the prior written consent of the indemnified party). Notwithstanding the foregoing, any such judgment or settlement shall contain as an unconditional term thereof the giving by the claimant or the plaintiff to the indemnified party a release from all liability in respect of such claim or litigation.

Notice and Resolution of Claim. An indemnified party hereunder shall promptly give "Notice" (as hereinafter defined) notice to the indemnifying party after obtaining knowledge of any claim against the indemnified party as to which recovery may be sought against the indemnifying party because of the indemnity set forth above, and, if such indemnity shall arise from the claim of a third party, shall permit the indemnifying party to assume the defense of any such claim or any litigation resulting from such claim. Failure by The failure of the indemnifying indemnified party to give Notice to the indemnified party of its election to defend any such claim or action by a third party within fifteen (15) days after Notice thereof notice shall have been given to the indemnifying party shall be deemed a waiver by not relieve the indemnifying party of its right obligations hereunder except to defend such claim or actionthe extent (if any) that the indemnifying party shall have been prejudiced thereby. If the indemnifying party assumes the defense of such claim or litigation resulting therefrom, the obligations of the indemnifying indemnify ing party hereunder as to such claim shall include taking all reasonable steps necessary in the defense or settlement of such claim or litigation resulting therefrom and defending and holding the indemnified party harmless from and against any and all losses, damages and liabilities including, without limitation, attorneys' fees and expenses, caused by or arising out of any settlement approved by the indemnifying party or any judgment in connection with such claim or litigation resulting therefrom. The indemnifying party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the prior written consent of the indemnified party), or enter into any settlement (except with the prior written consent of the indemnified party). Notwithstanding , which does not include, as to the foregoing, any such judgment or settlement shall contain indemnified party and as an unconditional term thereof the giving thereof, a release by the claimant or the plaintiff to the indemnified third party a release from any and all liability in respect of such claim or litigation. The indemnified party will cooperate reasonably in the defense of the action or claim.

Notice and Resolution of Claim. An (a) The Licensor Indemnified Parties or the Licensee Indemnified Parties to be indemnified party hereunder (each, an “Indemnified Party”), as the case may be, shall promptly give "Notice" (as hereinafter defined) written notice to the indemnifying party (the “Indemnifying Party”) after obtaining knowledge of any third party claim against the indemnified party Indemnified Party as to which recovery may be sought against the indemnifying party Indemnifying Party because of the indemnity indemnities set forth abovein Sections 13.1 or 13.2, andspecifying in good faith and in reasonable detail the third party claim including, if to the extent reasonably practicable, an estimate of Damages claimed, and the basis for indemnification; provided, that the failure of an Indemnified Party promptly to notify the Indemnifying Party of any such indemnity matter shall arise not release the Indemnifying Party, in whole or in part, from its obligations under this Article 13 except to the claim extent the Indemnified Party’s failure to so notify in breach of a third party, this Section 13.5 actually prejudices the Indemnifying Party. The Indemnifying Party shall permit have the indemnifying party right to assume the defense of any such third party claim or any litigation resulting from such claim. Failure at its own cost and expense with counsel selected by the indemnifying party Indemnifying Party (as to give Notice which the Indemnified Party has not promptly and reasonably objected) by giving written notice to the indemnified Indemnified Party of its intention to assume such defense within the lesser of (i) thirty (30) days after notice thereof has been given to the Indemnifying Party, and (ii) five (5) Business Days prior to the date required to answer or respond to any such claim (the “Election Period”). Commencing on the beginning of and during the Election Period, the Indemnified Party agrees to make available to the Indemnifying Party and its authorized representatives the information relied upon by the Indemnified Party to substantiate the third party claim, as well as any other information bearing thereon reasonably requested by the Indemnifying Party. If the Indemnifying Party fails to notify the Indemnified Party of its election to defend any such claim or action by a third party within fifteen (15) days after Notice thereof shall have been given to the indemnifying party shall be deemed a waiver by the indemnifying party of its right to defend such claim or action. If the indemnifying party assumes assume the defense of any such third party claim within the Election Period, then the Indemnified Party shall defend or litigation resulting therefromsettle such third party claim in a diligent and commercially reasonable manner and in good faith and may settle such third party claim on such terms as the Indemnified Party may deem appropriate; provided, the obligations of the indemnifying party hereunder as to however, that such claim shall include taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and holding the indemnified party harmless from and against any and all losses, damages and liabilities including, without limitation, attorneys' fees and expenses, caused by or arising out of any settlement approved by the indemnifying party or any judgment in connection with such claim or litigation resulting therefrom. The indemnifying party Indemnified Party shall not, in the defense of such claim a third party claim, be permitted to admit any liability with respect to, or any litigation resulting therefrom, consent to the entry of any judgment except or enter into any settlement with respect to, any such third party claim without the prior written consent of the indemnified partyIndemnifying Party (which consent shall not be unreasonably withheld or delayed), and the Indemnifying Party will not be subject to any liability for any such admission, settlement, compromise, discharge or enter into any settlement (except with the consent to judgment made by an Indemnified Party without such prior written consent of the indemnified partyIndemnifying Party. An Indemnifying Party may participate in (but not control) any defense assumed by an Indemnified Party pursuant to this Section 13.5(a), and an Indemnifying Party will bear its own costs and expenses with respect to such participation. Notwithstanding the foregoing, any such judgment or settlement an Indemnifying Party shall contain as an unconditional term thereof have the giving by right to assume the claimant or the plaintiff to the indemnified party a release from all liability in respect defense of such third party claim at any time prior to settlement, compromise or litigationfinal determination thereof; provided, however, that an Indemnifying Party shall pay all fees and expenses incurred by an Indemnified Party prior to such Indemnifying Party’s assumption of such defense.

Notice and Resolution of Claim. An indemnified party hereunder shall promptly give "Notice" (as hereinafter defined) notice to the indemnifying party after obtaining knowledge of any claim against the indemnified party as to which recovery may be sought against the indemnifying party because of the indemnity set forth above, and, if such indemnity shall arise from the claim of a third party, shall permit the indemnifying party to assume the defense of any such claim or any litigation resulting from such claim. Failure by the indemnifying party to give Notice to notify the indemnified party of its election to defend any such claim or action by a third party within fifteen thirty (1530) days after Notice notice thereof shall have been given to the indemnifying party shall be deemed a waiver by the indemnifying party of its right to defend such claim or action. If the indemnifying party assumes the defense of such claim or litigation resulting therefrom, the obligations of the indemnifying party hereunder as to such claim shall include taking all reasonable steps necessary in the defense or settlement of such claim or litigation resulting therefrom and defending and holding the indemnified party harmless from and against any and all losses, damages and liabilities including, without limitation, attorneys' fees and expenses, caused by or arising out of any settlement approved by the indemnifying party or any judgment in connection with such claim or litigation resulting therefrom. The indemnifying party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the prior written consent of the indemnified party), or enter into any settlement (except with the prior written consent of the indemnified party). Notwithstanding , which does not include, as to the foregoing, any such judgment or settlement shall contain indemnified party and as an unconditional term thereof the giving thereof, a release by the claimant or the plaintiff to the indemnified third party a release from any and all liability in respect of such claim or litigation. The indemnified party will cooperate reasonably in the defense of the action or claim.

Notice and Resolution of Claim. An indemnified party hereunder shall promptly give "Notice" (as hereinafter defined) written notice to the indemnifying party after obtaining knowledge of any claim against the indemnified party as to which recovery may be sought against the indemnifying party because of the indemnity set forth above, and, if above specifying in reasonable detail the claim and the basis for indemnification. If such indemnity shall arise from the claim of a third party, the indemnified party shall permit the indemnifying party to assume the defense of any such claim or any litigation resulting from such claim. Failure by the indemnifying party to give Notice to the indemnified party of its election to defend any such claim or action by a third party within fifteen (15) days after Notice thereof shall have been given to the indemnifying party shall be deemed a waiver by the indemnifying party of its right to defend such claim or action. If the indemnifying party assumes the defense of such claim or litigation resulting therefromlitigation, the obligations of the indemnifying party hereunder as to such claim shall include taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom (including the retention of legal counsel) and holding the indemnified party harmless from and against any and all losses, damages and liabilities including, without limitation, attorneys' fees and expenses, Indemnifiable Damages caused by or arising out of any settlement approved by the indemnifying party or any judgment in connection with such claim or litigation resulting therefromlitigation. The indemnifying party shall not, in the defense of such claim or any litigation resulting therefromlitigation, consent to entry of any judgment (except with the prior written consent of the indemnified party), or enter into any settlement (except with the prior written consent of the indemnified party). Notwithstanding the foregoing, any such judgment or settlement shall contain which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the indemnified party a release from all liability in respect of such claim or litigation.

Notice and Resolution of Claim. An indemnified party hereunder (a) The Seller Indemnified Parties or the Purchaser Indemnified Parties (each, an "INDEMNIFIED PARTY"), as the case may be, shall promptly give "Notice" (as hereinafter defined) written notice to the indemnifying party (the "INDEMNIFYING PARTY") after obtaining knowledge of any third party claim or Litigation against the indemnified party Indemnified Party or as to which recovery may be sought against the indemnifying party Indemnifying Party because of the indemnity indemnities set forth abovein Sections 7.2 or 7.3, andspecifying in reasonable detail the third party claim or Litigation and the basis for indemnification; provided, if that the failure of an Indemnified Party promptly to notify the Indemnifying Party of any such indemnity matter shall arise not release the indemnifying party, in whole or in part, from its obligations under this Article VII except to the extent the Indemnified Party's failure to so notify in breach of this Section 7.4 materially prejudices the Indemnifying Party's ability to defend against such third party claim or Litigation. The Indemnifying Party shall have the right to assume the defense of any such third party claim (other than (i) claims with respect to Litigation, (A) pending or threatened as of the Closing or (B) otherwise related to the ordinary course conduct of the Business prior to the Closing of a third partynature typically tendered by the Companies to their errors and omissions insurance carrier and actually tendered to the carrier under the insurance policy referred to in Section 2.4(a)(xvii) (the "PRE-CLOSING LITIGATION") other than as set forth on Schedule 7.4 and (ii) with respect to Taxes which are covered by Article VI), shall permit at its own cost and expense, with counsel reasonably acceptable to the indemnifying party Indemnified Party by giving written notice to the Indemnified Party of its agreement to assume such defense within the lesser of (i) thirty (30) days after notice thereof has been given to the Indemnifying Party, and (ii) three (3) Business Days prior to the date required to answer or respond to any such claim (the "ELECTION PERIOD"). Failure by the Indemnifying Party to notify the Indemnified Party of its election to assume the defense of any such claim or any litigation resulting from such claim. Failure by the indemnifying party to give Notice to the indemnified party of its election to defend any such claim or action by a third party within fifteen (15) days after Notice thereof shall have been given to the indemnifying party Election Period shall be deemed a waiver by the indemnifying party Indemnifying Party of its right to defend such claim or action. If the indemnifying party assumes assume the defense of such claim, in which case the Indemnified Party may defend or settle such claim or litigation resulting therefrom, in such manner and on such terms as the obligations Indemnified Party may deem appropriate and any Damages of the indemnifying party hereunder as to such claim Indemnified Party shall include taking all steps necessary in be the defense or settlement of such claim or litigation resulting therefrom and holding the indemnified party harmless from and against any and all losses, damages and liabilities including, without limitation, attorneys' fees and expenses, caused by or arising out of any settlement approved by the indemnifying party or any judgment in connection with such claim or litigation resulting therefrom. The indemnifying party shall not, in the defense of such claim or any litigation resulting therefrom, consent to entry of any judgment except with the prior written consent liability of the indemnified party, or enter into any settlement (except with the prior written consent of the indemnified party). Notwithstanding the foregoing, any such judgment or settlement shall contain as an unconditional term thereof the giving by the claimant or the plaintiff to the indemnified party a release from all liability in respect of such claim or litigationIndemnifying Party hereunder.